Developmental Products Clause Samples

Developmental Products. Following the Closing Date, Purchaser shall use commercially reasonable efforts to obtain reimbursement from the RMA for developmental costs incurred by Sellers related to the insurance products known as GRIP, TimberPlus, and Sugar Beets Plus as of the date of this Agreement. Purchaser will transfer to Sellers promptly after the receipt by Purchaser of any funds received from the RMA on account of such products (or any of them), and whether on account of developmental cost reimbursement, royalties, or otherwise, an amount equal to the sum of (i) any such reimbursement it receives from the RMA minus (ii) the amount determined by multiplying the amount of time actually spent by Purchaser to seek and obtain such reimbursement times $75 per hour or any fraction thereof, until such time as the gross aggregate amount transferred by Purchaser to Sellers equals $190,000. After payment to Sellers of an aggregate gross amount of $190,000 pursuant to this Section 5,18, and except as specifically set forth in this Section 5.18, all of Sellers' and Shareholders' right, title and interest in and to insurance products developed completely or partially for submission to RMA or any other purpose in conjunction with the Business shall be the exclusive property of Purchaser, including without limitations the right to future payments for maintaining royalties or otherwise.

Developmental Products. Nexell acknowledges and understands that ---------------------- Baxter has no obligation to manufacture any products for Nexell under this Agreement other than the Supplied Products. If Nexell requests that Baxter manufacture products other than the Supplied Products ("Developmental Products"), Baxter may, in its sole discretion, elect to manufacture such Developmental Products, subject to the terms and conditions set forth in this Agreement and such other terms and conditions as may be agreed upon by the parties.

Developmental Products. The following special provisions apply to the sale of any of Seller’s developmental Products: 1. The Product delivered hereunder is a developmental product of Seller and has not been released to the public. As such, this Product and all information related thereto are confidential and proprietary. Buyer agrees not to disclose any information to any third party without the express written approval of Seller. 2. Buyer, at no cost to Seller, will share with Seller any and all performance data and reports generated by Buyer in the use and operation of the Product.

Developmental Products. Developmental Products (as determined by Seller in its sole discretion) are warranted by Seller for a period of thirty (30) days from the date of delivery Upon any failure of a Developmental Product to comply with the above warranty, Seller’s sole obligation, and Buyer’s sole remedy, is for Seller, at Seller’s sole option to replace the non-conforming Developmental Product or refund the purchase price paid by Buyer for the non-conforming Developmental Product in the form of a credit to ▇▇▇▇▇’s account.

Developmental Products. 32 6.37 C Reorganization.............................................................32 6.38 No Other Warranties and Representations......................................33

Developmental Products. The products listed on the Developmental Products Schedule ("DEVELOPMENTAL PRODUCTS") are transferred to Purchaser without any representation or warranty, including without limitation warranties of merchantability and fitness for a particular purpose, and Purchaser takes the Developmental Products "AS IS, WHERE IS AND WITH ALL FAULTS." For itself and its affiliates, successors, and assigns, Purchaser hereby waives any rights it may have or acquire to make any claim against Seller arising out of or relating to the Developmental Products or their performance or failure to perform, any Contract related to the Developmental Products (all of which Contracts are listed on the Contracts Schedule and are expressly assumed by Purchaser), or any damage the Developmental Products may cause to any third party after the Closing Date.